As filed with the Securities and Exchange Commission on November 14, 2001

                                                     Registration No. 2-90907-01

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                      POST-EFFECTIVE AMENDMENT TO FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------

                                   TEXACO INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   74-1383447
                      (I.R.S. Employer Identification No.)

                             2000 WESTCHESTER AVENUE
                             WHITE PLAINS, NY 10650
                                 (914) 253-4000
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                                 LYDIA I. BEEBE
                      VICE PRESIDENT & CORPORATE SECRETARY
                                575 MARKET STREET
                             SAN FRANCISCO, CA 94105
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                   Copies to:
                               Terry M. Kee, Esq.
                               Suzanne Awad, Esq.
                             Pillsbury Winthrop LLP
                                50 Fremont Street
                         San Francisco, California 94105
                              --------------------


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                           TERMINATION OF REGISTRATION

         This Post-Effective Amendment relates to the Registration Statement on
Form S-8, Registration Statement No. 2-90907-01 filed on May 4, 1984, as it
pertains to the Capital Stock of Texaco Inc. associated with Participations in
the Employees Savings Plan offered under the Employees Savings Plan of Caltex
Petroleum Corporation. This Registration Statement also relates to Registration
Nos. 2-56294 and 2-72543 (collectively, the "Related Registration Statements")
pursuant to Rule 429 under the Securities Act of 1933.

         The undersigned Registrant hereby removes and withdraws from
registration all securities of Texaco Inc. registered pursuant to this
Registration Statement and the Related Registration Statements which remain
unsold.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
and Rule 478 thereunder, the Registrant has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on November 13,
2001.



                                   TEXACO INC.



                                   By:  /s/ Lydia I. Beebe
                                        ______________________________________
                                                    Lydia I. Beebe
                                        Vice President and Corporate Secretary